Regulatory Filings • Nov 15, 2024
Regulatory Filings
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice from an appropriately qualified independent financial adviser, authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.
The contents of this document are not to be construed as legal, business or tax advice. Each Shareholder should consult their own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice.
If you have sold or otherwise transferred all of your Shares in AVI Japan Opportunity Trust plc (the "Company"), please send this document (but not any accompanying personalised Form of Proxy or Tender Form) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, this document should not be distributed, forwarded or transmitted in or into Australia, Canada, Japan, South Africa, the United States or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. If you have sold or transferred only part of your holding of Shares, you should retain this document and the accompanying Form of Proxy and Tender Form and contact immediately the stockbroker, bank or other agent through whom the sale or transfer was effected.
(incorporated in England and Wales with registered no. 11487703)
The Tender Offer is conditional on Shareholder approval, which is being sought at a General Meeting of the Company to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on 10 December 2024. Notice of the General Meeting is set out at the end of this document.
Shareholders are requested to complete the Form of Proxy accompanying this document as soon as possible and return it, together with any power of attorney or other written authority, if any, under which it is signed (or a notarially certified or office copy thereof) to the Company's Registrar, Equiniti Limited by post or (during normal business hours only) by hand at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 11.00 a.m. on 6 December 2024. Alternatively, you can submit your vote electronically by visiting www.sharevote.co.uk and following the instructions. CREST members may utilise the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the notice of General Meeting. Shareholders who hold their Shares through an investment platform or other nominee service are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged on their behalf.
The Tender Offer will close at 1.00 p.m. on 9 December 2024 and will only be available to Eligible Shareholders on the Register at 6.00 p.m. on 9 December 2024 (the "Record Date").
Eligible Shareholders who hold their Shares in certificated form and who wish to tender Shares for purchase by the Company under the Tender Offer should ensure that their completed Tender Forms are returned to the Receiving Agent by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by no later than 1.00 p.m. on 9 December 2024. Eligible Shareholders who hold their Shares in certificated form should also return their share certificate(s) and/or other document(s) of title in respect of the Shares tendered.
Eligible Shareholders who hold Shares in uncertificated form (that is, in CREST) should not return the Tender Form and should arrange for the shares tendered to be transferred into escrow as described in paragraph 4.2 of Part 3 of this document.
The Tender Offer is not being made directly or indirectly in or into Australia, Canada, Japan, South Africa or the United States, and cannot be accepted from within Australia, Canada, Japan, South Africa or the United States.
Singer Capital Markets Securities Limited, which conducts its UK investment banking activities as Singer Capital Markets ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the FCA and is exclusively advising the Company and no one else (whether or not a recipient of this document) in connection with the Tender Offer. Singer Capital Markets will not be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Tender Offer or the contents of this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Singer Capital Markets may have under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder.
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document which contains a recommendation that you vote in favour of the Resolution to be proposed at the General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" in the Letter from the Chairman in Part 1 of this document.
| Page | |
|---|---|
| EXPECTED TIMETABLE | 3 |
| PART 1 – LETTER FROM THE CHAIRMAN | 4 |
| PART 2 – LETTER FROM SINGER CAPITAL MARKETS SECURITIES LIMITED | 10 |
| PART 3 – TERMS AND CONDITIONS | 13 |
| PART 4 – UNITED KINGDOM TAXATION | 26 |
| PART 5 – DEFINITIONS | 28 |
| NOTICE OF GENERAL MEETING | 31 |
| 2024 | |
|---|---|
| Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for the General Meeting |
11.00 a.m. on 6 December |
| Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions |
1.00 p.m. on 9 December |
| Record Date for participation in the Tender Offer | 6.00 p.m. on 9 December |
| Calculation Date | close of business on 9 December |
| General Meeting | 11.00 a.m. on 10 December |
| Results of General Meeting, Tender Offer and Tender Price announced |
10 December |
| CREST accounts credited with the Tender Offer cash consideration |
18 December |
| Cheques despatched in respect of the Tender Offer cash consideration |
by 23 December |
| Despatch of balance share certificates | by 23 December |
All references to times in this document are to London time unless otherwise stated.
The times and dates set out in the expected timetable may be adjusted by the Company in consultation with Singer Capital Markets, in which event details of the new times and/or dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service. In particular, certain times and/or dates will be subject to adjustment if the Directors exercise their discretion to direct that the Company's assets and liabilities, following valuation on the Calculation Date, be allocated between a Continuing Pool and a Tender Pool with the Tender Price being determined only once the assets contained in the Tender Pool have been fully realised and all the liabilities to be borne by the Tender Pool have been accounted for.
(incorporated in England and Wales with registered no. 11487703)
Norman Crighton (Chairman) Central Square Margaret Stephens 29 Wellington Street Ekaterina (Katya) Thomson Leeds LS1 4DL
Directors: Registered Office:
15 November 2024
Dear Shareholder
On 14 October 2024, the Board announced its intention to offer Shareholders the opportunity to tender some or all of their Shares for sale.
At the launch of the Company in October 2018, the Company's prospectus published at that time stated that the Directors may, at their discretion, offer a full or a partial exit opportunity to Shareholders in October 2022 and every two years thereafter (the "Exit Opportunity"). The rationale behind including the Exit Opportunity was to ensure that if the original investment thesis did not generate the expected returns, or if circumstances had changed to make Japan unattractive, then Shareholders would be offered the opportunity to exit at close to NAV if they wish.
Although neither of the scenarios above has materialised, and the Board and the Investment Manager firmly believe that the opportunities are now even more attractive than they were when the Company was launched in 2018, the Directors consider that nonetheless Shareholders should be offered the opportunity to exit their investment in the Company at close to NAV on a regular basis. In light of the Board's keen focus on corporate governance, the Board will in the future offer the Exit Opportunity on an annual basis (rather than biennially).
This document sets out the background to and details of the Tender Offer announced by the Company on 14 October 2024, and includes notice of a General Meeting of the Company to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on 10 December 2024.
The Tender Offer is being implemented to give Shareholders the opportunity to tender for sale some or all of their Shares. Shareholders are not obliged to tender any Shares and if they do not wish to participate in the Tender Offer, they should not complete or return their Tender Form or submit a TTE Instruction in CREST.
None of the Directors nor the Investment Manager will tender any of their own Shares under the Tender Offer.
The Directors currently expect that the Tender Price will be calculated as being equal to a 2 per cent. discount to the NAV per Share at the Calculation Date less any transaction costs directly associated with realising assets to satisfy elections under the Tender Offer. However, the Directors reserve the right to instead direct that the Company's assets and liabilities, following valuation on the Calculation Date, be allocated between a Continuing Pool and a Tender Pool (on the basis set out in paragraph 2.5 of Part 3 of this document) with the Tender Price being determined only once the assets contained in the Tender Pool have been fully realised and all the liabilities to be borne by the Tender Pool have been accounted for (as described in more detail in paragraphs 2.4 to 2.13 of Part 3 of this document). The Directors are more likely to exercise this discretion if the aggregate number of Shares validly tendered is sufficiently high that the Company is likely to take a longer time to realise assets to fund the Tender Offer.
If the aggregate number of Shares validly tendered would result in the Net Asset Value of the Company being below £50 million following completion of the Tender Offer (the "Minimum Size Condition"), which is the level determined by the Board in consultation with the Investment Manager, at which the continuance of the Company would not be in the best interests of the continuing Shareholders, it reserves the right to terminate the Tender Offer. In these circumstances, the Directors will instead put forward alternative proposals to Shareholders for the future of the Company.
Shareholder approval will be sought at the General Meeting to grant the Company authority to repurchase a maximum of 140,301,702 Shares, being the number of Shares in issue as at the date of this document (excluding those held in treasury), or such other number as shall be equal to the number of Shares in issue immediately prior to the commencement of the General Meeting (excluding those held in treasury) and the implementation of the Tender Offer is conditional on this approval being obtained.
The purpose of this document is to set out the reasons for the Tender Offer, to provide details of the Tender Offer and explain why the Board is unanimously recommending that you vote in favour of the Resolution to be proposed at the General Meeting, notice of which is set out at the end of this document. This document also contains the formal terms and conditions of the Tender Offer, together with details of how Shareholders can tender Shares for purchase, if they wish to do so.
Following a sustained period of encouraging performance for the Company, the Board believes that many Shareholders will wish to continue with their investment in the Company. The Board believes that Shareholders who continue with their investment would benefit from the Company's attractive strategy and future long-term success.
Since inception to the Latest Practicable Date, the Company has delivered a NAV total return (in sterling terms) of +55.1 per cent., outperforming the comparator benchmark, the MSCI Japan Small Cap, which has returned +20.5 per cent. over the same period. The Board believes that this is testament to the Investment Manager's constructive approach to active engagement and the rich opportunity set for long-term orientated investors in an inefficient, overlooked and unresearched market. Further, the tailwinds of governance reform and a more active corporate control market are expected to be key drivers for further capital appreciation.
The Tender Offer provides Eligible Shareholders (representing a large majority of the Company's share register) with the opportunity to tender for sale some, none or all of their Shares. The Record Date for participation in the Tender Offer is 6.00 p.m. on 9 December 2024.
Any Tendered Shares will be repurchased by the Company and may be held in treasury and/or cancelled. At the annual general meeting of the Company held on 1 May 2024, the Company was authorised to sell up to 28,167,200 Shares held by the Company in treasury for cash on a non-pre-emptive basis, and therefore the Company may elect to retain Tendered Shares in treasury for future reissuance. Any Shares sold under this authority will only be issued at a minimum price equal to the relevant prevailing NAV per Share plus a premium to cover any expenses of the relevant issue and therefore should not be dilutive to the NAV per existing Share. The use of treasury shares should assist the Board in the objective of providing liquidity in the Shares and provide the Board with additional flexibility to manage the Company's capital base.
The Tender Offer is conditional on the passing of the Resolution set out in the notice of the General Meeting at the end of this document. The Tender Offer is also subject to certain other conditions set out in paragraph 3 of Part 3 of this document. In addition, the Tender Offer may be suspended or terminated in certain circumstances, as set out in paragraphs 3 and 9 of Part 3 of this document. If the Tender Offer is terminated, the Company will make an announcement through a Regulatory Information Service that such is the case.
Shareholders' attention is drawn to the letter from Singer Capital Markets in Part 2 of this document and to the details set out in Part 3 of this document which, together with the Tender Form, constitute the terms and conditions of the Tender Offer. Details of how to tender Shares can be found in paragraph 4 of Part 3 of this document.
Shareholders should note that Shares which are tendered for acceptance under the Tender Offer may not be withdrawn or sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.
Under Rule 9 of the Takeover Code, where any person acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which, when taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required to make a general offer to all remaining shareholders to acquire their shares. A general offer, if required under Rule 9 of the Takeover Code, must be in cash and at not less than the highest price paid by the person required to make the offer or any person acting in concert with him for any interest in shares of the company during the 12 months prior to announcement of the offer.
Rule 37 of the Takeover Code states that when a company redeems or purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code. However, note 1 on Rule 37.1 states that a person who comes to exceed the limits in Rule 9.1 in consequence of a company's redemption or purchase of its own shares will not normally incur an obligation to make a mandatory offer unless that person is, or is presumed to be, acting in concert with any of the directors. A person who has appointed a representative to the board of the company, and investment managers of investment trusts, will be treated for these purposes as a director. However, this exception will not normally apply when a shareholder not acting in concert with a director or investment manager of an investment trust has purchased shares at a time when he had reason to believe that such a purchase of its own shares by the company would take place.
As at the Latest Practicable Date, Finda Telecoms Oy ("Finda") and City of London Investment Management Company Limited ("City of London") held 30,000,000 and 18,072,623 Shares, respectively, representing approximately 21.4 per cent. and 12.8 per cent., respectively, of the Company's voting rights. Neither Finda nor City of London has acquired any Shares since the announcement of the intention to make the Tender Offer on 14 October 2024.
In the event that the Tender Offer becomes wholly unconditional and assuming that:
Finda's interest in the voting rights of the Company could increase to up to approximately 85.2 per cent. and City of London's interest in the voting rights of the Company could increase to up to approximately 51.3 per cent.
It has been confirmed with the Panel that, provided Finda is not acting in concert with the Company or any of the Directors (such that it should be treated as an 'innocent bystander' in relation to any increase in its holding of Shares as a result of the Tender Offer), the Panel will not require Finda, or any person deemed to be acting in concert with it, to make a mandatory offer under Rule 9 of the Takeover Code on the grounds that its or their interest in the share capital has increased only as a result of the purchase by the Company of Shares pursuant to the authority conferred by the Resolution.
It has also been confirmed with the Panel that, provided City of London is not acting in concert with the Company or any of the Directors (such that it should be treated as an 'innocent bystander' in relation to any increase in its holding of Shares as a result of the Tender Offer), the Panel will not require City of London, or any person deemed to be acting in concert with it, to make a mandatory offer under Rule 9 of the Takeover Code on the grounds that its or their interest in the share capital has increased only as a result of the purchase by the Company of Shares pursuant to the authority conferred by the Resolution.
Subject to the Tender Offer becoming unconditional, Singer Capital Markets will purchase, as principal, voting shares in the Company which could result in Singer Capital Markets coming to have an interest in such Shares carrying 30 per cent. or more of the voting rights of the Company. Singer Capital Markets will, in accordance with the Repurchase Agreement, sell all those Shares, acquired pursuant to the Tender Offer, to the Company for cancellation or to hold in treasury and the Company has unconditionally undertaken to buy all such Shares. Singer Capital Markets has undertaken that whilst it is interested in the Tendered Shares it will not exercise any rights attached to those Shares. Accordingly, the Takeover Panel has agreed that Rule 9 of the Takeover Code will not apply to the purchase by Singer Capital Markets of the Shares under the Tender Offer.
The costs and expenses incurred in relation to the Tender Offer, including financial advice and other professional advice, but excluding stamp duty or stamp duty reserve tax payable by the Company on the acquisition of the Tendered Shares and any portfolio realisation costs (including the costs of realising any Tender Pool) are expected to be approximately £250,000, including VAT. Such costs will be borne by Shareholders as a whole. The quantum of the remaining costs will vary depending on how many Shares are tendered and the extent of any portfolio realisation costs.
Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The attention of Shareholders is drawn to Part 4 of this document which sets out a general guide to certain aspects of current law and tax authority practice in respect of UK taxation. Nothing in this document constitutes or should be relied on as tax advice. All Shareholders should consult an appropriate independent professional adviser as to the tax consequences for them of the matters referred to in this document.
The implementation of the Tender Offer requires the approval of Shareholders. A notice convening a General Meeting of the Company, which is to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on 10 December 2024, and at which the Resolution will be proposed, is set out at the end of this document. The notice includes the full text of the Resolution.
The Resolution is a special resolution. To become effective, the Resolution must be passed by Shareholders representing 75 per cent. (or more) of the total voting rights of Shareholders who, being entitled to vote, do so in person or by proxy. The Resolution must be passed for the Tender Offer to become unconditional.
The quorum for the General Meeting is not less than two Shareholders who, being entitled to vote, are present in person or by proxy.
All Shareholders are encouraged to vote on the Resolution to be proposed at the General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf.
Shareholders are requested to complete and return proxy appointments to the Receiving Agent by one of the following means:
(c) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the notice of General Meeting.
In each case, the proxy appointments must be received by the Receiving Agent as soon as possible and, in any event, no later than 11.00 a.m. on 6 December 2024. Shareholders holding their Shares through investor platforms are also encouraged to attend, and to vote, ahead of the proxy voting deadline of 11.00 a.m. on 6 December 2024 through their nominee platforms. Shareholders should be aware that the deadlines for voting through platforms may be earlier than the Company's proxy voting deadline.
Completion and return of proxy appointments will not prevent you from attending and voting in person at the General Meeting should you wish to do so.
Eligible Shareholders who wish to participate in the Tender Offer and hold their Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post using the reply paid envelope provided (for use in the UK only) along with the relevant share certificate(s) and/or other document(s) of title to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 9 December 2024.
Eligible Shareholders who wish to tender Shares and hold their Shares in uncertificated form (that is, in CREST) should arrange for the relevant Shares to be transferred to escrow by means of a TTE Instruction as described in paragraph 4.2 of Part 3 of this document.
Shareholders holding their Shares through investor platforms may tender their Shares through their nominee platforms. Shareholders should be aware that the deadlines for tendering Shares through platforms may be earlier than the Closing Date.
Shareholders should consider the following prior to deciding how to cast their votes at the General Meeting and whether or not to participate in the Tender Offer:
negatively as the assets in the Tender Pool are realised and will be particularly exposed to any changes in asset values and the costs associated with realising the assets. In addition, there could be a significant period of time between the Closing Date and the date on which all of the assets comprising the Tender Pool will be fully realised, which will be the date when Shareholders receive full payment of the Tender Price.
As stated above, the Directors consider that Shareholders should be offered the opportunity to exit their investment in the Company at close to NAV on a regular basis. Accordingly, the Board considers that making the Tender Offer available is in the best interests of the Company and its Shareholders as a whole. The Tender Offer is conditional on the passing of the Resolution authorising the Company to purchase its own Shares in connection with the Tender Offer. Therefore, the Board unanimously recommends Shareholders to vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings totalling 46,575 Shares (representing approximately 0.03 per cent. of the Company's issued share capital (excluding Shares held in treasury)) at the date of this document.
None of the Directors nor the Investment Manager will tender Shares in the Tender Offer.
The Directors are making no recommendation to Shareholders as to whether they should tender Shares in the Tender Offer. Whether Shareholders decide to tender Shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
Yours faithfully
Chairman
One Bartholomew Lane London EC2N 2AX
15 November 2024
To Shareholders of AVI Japan Opportunity Trust plc
Dear Sir or Madam,
As explained in the letter from your Chairman in Part 1 of this document, Eligible Shareholders are being given the opportunity to tender some, none or all of their Shares for purchase in the Tender Offer.
The purpose of this letter is to set out the principal terms and conditions of the Tender Offer.
Singer Capital Markets hereby invites Eligible Shareholders to tender Shares for purchase by Singer Capital Markets for cash at the Tender Price. Singer Capital Markets makes no recommendation to Eligible Shareholders as to whether they should tender all or any of their Shares.
The Company has agreed to purchase all the Shares purchased by Singer Capital Markets under the Tender Offer for the Tender Price subject to the terms and conditions, and in accordance with the terms of, the Repurchase Agreement. All transactions will be carried out on the London Stock Exchange.
The Tender Offer is being made for up to 100 per cent. of each Eligible Shareholder's holding of Shares in issue on the Record Date. The Record Date for participation in the Tender Offer is 6.00 p.m. on 9 December 2024.
The Tender Price will be calculated as set out in paragraph 2 of Part 3 of this document. Shareholders should note that the Directors have reserved the right to direct that the Company's assets and liabilities, following valuation on the Calculation Date, be allocated between a Continuing Pool and a Tender Pool with the Tender Price being determined only once the assets contained in the Tender Pool have been fully realised and all the liabilities to be borne by the Tender Pool have been accounted for. In these circumstances, Singer Capital Markets will not be liable to pay the Tender Price to Tendering Shareholders in respect of the Tendered Shares unless and until the Company has paid to the Receiving Agent to the order of Singer Capital Markets the net proceeds of the realisation of the Tender Pool in consideration for the purchase of the Tendered Shares from Singer Capital Markets pursuant to the Repurchase Agreement.
The Tender Offer is being made on the terms and subject to the conditions set out in Part 3 of this document and, where applicable, in the case of Shareholders holding their Shares in certificated form, in the accompanying Tender Form.
The Tender Offer will be implemented only if the requisite approval of Shareholders is obtained in respect of the Resolution to be proposed at the General Meeting and the other conditions to the Tender Offer are met or (where applicable) waived.
Singer Capital Markets is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no-one else in connection with the Tender Offer and the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Singer Capital Markets or for providing advice in relation to the Tender Offer and the contents of this document or any matter referred to herein. Nothing in this document shall serve to exclude or limit any responsibilities which Singer Capital Markets may have under FSMA or the regulatory regime established thereunder.
Eligible Shareholders who wish to tender Shares and hold their Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form to the address on it as soon as possible and, in any event, so as to be received by not later than 1.00 p.m. on 9 December 2024. Eligible Shareholders should at the same time return the share certificate(s) and/or other document(s) of title in respect of any Shares tendered which are in certificated form. Only those Eligible Shareholders who hold their Shares in certificated form should complete and return a Tender Form. Those Eligible Shareholders who hold their Shares in uncertificated form do not need to complete or return a Tender Form.
Eligible Shareholders who wish to tender Shares and who hold their Shares in uncertificated form (that is, in CREST) should arrange for their Shares to be transferred into escrow as described in paragraph 4.2 of Part 3 of this document.
Further details of the procedure for tendering Shares are set out in paragraph 4 of Part 3 of this document and, in the case of certificated Shares, in the Tender Form.
Tender Forms or TTE Instructions which are received by the Receiving Agent after the Closing Date or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and, if relevant, returned to Shareholders or their appointed agent at the relevant Shareholder's risk, together with any accompanying share certificate(s) and/or other document(s) of title.
Singer Capital Markets reserves the right to treat as valid Tender Forms or TTE Instructions which are not entirely in order and, in the case of Tender Forms, which are not accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the relevant laws of the overseas jurisdiction. Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read paragraph 10 of Part 3 of this document.
The Tender Offer is conditional on the passing of the Resolution set out in the notice of the General Meeting at the end of this document on 10 December 2024 (or such later date as the Company and Singer Capital Markets may determine). The Tender Offer is also conditional on the other matters described in paragraph 3.1 of Part 3 of this document.
The Tender Offer may be terminated in the circumstances described in paragraphs 3 and 9 of Part 3 of this document.
Subject to the Tender Offer becoming unconditional, payment of the Tender Price due to Eligible Shareholders whose tenders under the Tender Offer have been accepted is expected to be made on 18 December 2024 in respect of Shares held in CREST and cheques in respect of Shares held in certificated form will be dispatched by 23 December 2024.
However, the Directors have reserved the right to direct that the Company's assets and liabilities, following valuation on the Calculation Date, be allocated between a Continuing Pool and a Tender Pool with the Tender Price being determined only once the assets contained in the Tender Pool have been fully realised and all the liabilities to be borne by the Tender Pool have been accounted for. In these circumstances, final cash payments due to Shareholders whose tenders under the Tender Offer have been accepted will be made (by a cheque or by a CREST payment, as appropriate) after the Tender Pool has been fully realised.
Your attention is drawn to the information contained in the rest of this document, including, in particular, the terms and conditions of the Tender Offer in Part 3 of this document.
Yours faithfully
Singer Capital Markets Securities Limited
Tender Offer FAV = (i) 98 per cent. of the NAV per Share on the Calculation Date
multiplied by
(ii) the number of Tendered Shares
The Tender Offer FAV determines the initial allocation of assets to the Tender Pool after which it will be operated as described below.
2.10 Following the allocation of assets and liabilities to the Continuing Pool and the Tender Pool, the assets of the Tender Pool (other than cash) will be fully realised. The Tender Pool will bear all costs associated with the realisation of such assets, including an amount equal to the stamp duty or stamp duty reserve tax payable in respect of the subsequent repurchase of Tendered Shares by the Company from Singer Capital Markets. The Tender Pool will bear its share of the fixed costs of the Tender Offer and of the operating costs of the Company on a pro rata basis. All changes in value of the assets allocated to the Tender Pool will be attributable solely to the Tender Pool. The Final Tender Offer Asset Value will equal the unaudited Net Asset Value of the assets in the Tender Pool on the Tender Pool Determination Date (which for the avoidance of doubt will take account of the costs of realisation of the Tender Pool) less any stamp duty or stamp duty reserve tax arising on the repurchase of Shares by the Company from Singer Capital Markets pursuant to the Tender Offer. The Tender Pool Determination Date will be the date specified by the Directors being as soon as practicable following the date on which all assets in the Tender Pool (other than contingent assets, if any) have been fully realised and settled and liabilities (other than stamp duty or stamp duty reserve tax to be payable) have been met.
become prohibitive; or (iii) in either Singer Capital Markets' and/or the Company's (acting through the Directors) determination the completion of the purchase of Shares under the Tender Offer would have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, Singer Capital Markets and/or the Company may either exercise its powers to terminate the Tender Offer in accordance with paragraph 9 of this Part 3 or may postpone the completion of the Tender Offer for up to 10 Business Days, after which the Tender Offer, if not then completed by reason of the postponement circumstances continuing, will lapse.
3.5 If the aggregate number of Shares validly tendered would result in the Net Asset Value of the Company being below the Minimum Size Condition, which is the level determined by the Board, in consultation with the Investment Manager, at which the continuance of the Company would not be in the best interests of the continuing Shareholders, it reserves the right to terminate the Tender Offer.
There are different procedures for tendering Shares depending on whether your Shares are held in certificated or uncertificated form.
If you hold Shares in certificated form, you may only tender such Shares by completing and returning the Tender Form in accordance with the procedure set out in paragraph 4.1 below. Additional Tender Forms are available from the Receiving Agent by telephone on +44 (0) 371 384 2050.
If you hold Shares in uncertificated form (that is, in CREST), you may only tender such Shares by TTE Instruction in accordance with the procedure set out in paragraph 4.2 below and, if those Shares are held under different account IDs, you should send a separate TTE Instruction for each Member Account ID.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for tendering Shares, please contact Equiniti Limited on +44 (0) 371 384 2050. Calls outside the United Kingdom will be charged at the applicable international rate. Equiniti are open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Please note, Equiniti Limited can only provide information regarding the completion of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice.
To tender your Shares held in certificated form you must complete, sign and have witnessed the Tender Form.
The completed, signed and witnessed Tender Form should be sent either by post in the accompanying reply-paid envelope (for use in the UK only) along with the relevant share certificate(s) and/or other document(s) of title to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 9 December 2024. Singer Capital Markets shall be entitled (in its sole discretion) to accept late Tender Forms. No acknowledgement of receipt of documents will be given.
The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title.
If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 1.00 p.m. on 9 December 2024 together with any share certificate(s) and/or document(s) of title you may have available, accompanied by a letter of explanation stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by not later than 1.00 p.m. on 9 December 2024.
The Receiving Agent will effect such procedures as are required to transfer your Shares to Singer Capital Markets under the Tender Offer. If you have lost your share certificate(s) and/or other document(s) of title, you should write to the Registrar at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to request a letter of indemnity in respect of the lost share certificate(s) which, when completed in accordance with the instructions given, should be returned to the Receiving Agent so as to be received by not later than 1.00 p.m. on 9 December 2024.
If the Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which you wish to tender under the Tender Offer to an escrow balance, specifying Equiniti Limited (in its capacity as a CREST receiving agent under its Participant ID and Member Account ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to the relevant escrow account settles by not later than 1.00 p.m. on 9 December 2024. Singer Capital Markets shall be entitled (in its sole discretion) to accept late transfers to escrow.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your Participant ID and the Member Account ID under which your Shares are held. In addition, only your CREST sponsor will be able to send a TTE Instruction to Euroclear in relation to the Shares which you wish to tender. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion, termination or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase to Singer Capital Markets.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Shares to settle prior to 1.00 p.m. on 9 December 2024. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Singer Capital Markets shall be entitled (in its sole discretion) to accept late TTE Instructions to settle.
An appropriate announcement will be made if any of the details contained in this paragraph 4.2 are altered.
Notwithstanding the powers in paragraph 12 below, Singer Capital Markets reserves the right to treat as valid only: (i) (in the case of Shares held in certificated form) Tender Forms which are accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof; or (ii) (in the case of Shares held in uncertificated form) settled TTE Instructions, in each case to be received entirely in order by no later than 1.00 p.m. on 9 December 2024 in respect of the entire number of Shares tendered. The Record Date for the Tender Offer is 6.00 p.m. on 9 December 2024.
Notwithstanding the completion of a valid Tender Form or TTE Instruction, the Tender Offer may be suspended, terminated or lapse in accordance with the terms and conditions set out in this Part 3.
Singer Capital Markets shall be entitled to accept Tender Forms or TTE Instructions which are received after 1.00 p.m. on 9 December 2024 in its sole discretion. The decision of Singer Capital Markets as to which Shares have been validly tendered shall be conclusive and binding on all Shareholders.
Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 9 December 2024.
You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
5.1 Payment of the consideration to which any Shareholder is entitled pursuant to valid tenders accepted by Singer Capital Markets is expected to be made by the Receiving Agent as follows:
Where an accepted tender relates to Shares held in certificated form, cheques for the consideration due will be dispatched by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 (or Box 3) of the Tender Form or, if none is set out, to the registered address of the Tendering Shareholder or, in the case of joint holders, the address of the first named. All cash payments will be made in sterling by cheque drawn on a branch of a UK clearing bank.
Where an accepted tender relates to Shares held in uncertificated form, the consideration due will be paid by means of CREST by Singer Capital Markets procuring the creation of an assured payment obligation in favour of the Tendering Shareholder's payment bank in accordance with the CREST assured payment arrangements.
Markets may direct) by means of CREST all of the Relevant Shares (as defined below) in respect of which the Tender Offer is accepted or deemed to be accepted (but not exceeding the number of Shares which have been tendered pursuant to the Tender Offer); and (ii) if the Tender Offer is terminated or does not become unconditional and lapses, or there are Shares which have not been successfully tendered under the Tender Offer, to give instructions to Euroclear, as promptly as practicable after the termination or lapsing of the Tender Offer, to transfer the Relevant Shares to the original accounts from which those Shares came. For the purposes of this paragraph 7.1, "Relevant Shares" means Shares in uncertificated form and in respect of which a transfer or transfers to escrow has or have been effected pursuant to the procedures described in this paragraph 7.1.3;
8.1 Each Eligible Shareholder will be entitled to have accepted in the Tender Offer valid tenders to Singer Capital Markets. In respect of Shares held in certificated form, if in Singer Capital Markets' determination (in its absolute discretion) Box 1 of the Tender Form has not been validly completed in respect of the number of Shares to be tendered and provided that the Tender Form is otherwise in order and accompanied by all other relevant documents, a Shareholder may be deemed to have accepted the Tender Offer in respect of all of the Shares being tendered or held by the Tendering Shareholder as appropriate. For the avoidance of doubt, if the number of Shares inserted in Box 1 of the Tender Form is higher than the number of Shares actually held by the Tendering Shareholder on the Record Date, the Tendering Shareholder will be deemed to have tendered such lower number of Shares.
8.12 Tendering Shareholders will not be obliged to pay brokerage fees, commissions or transfer taxes or stamp duty or stamp duty reserve tax in the UK on the purchase by Singer Capital Markets of Shares pursuant to the Tender Offer.
If at any time prior to Singer Capital Markets effecting the purchase as principal of the tendered Shares pursuant to the Tender Offer: (i) the Company (acting through the Directors) shall notify Singer Capital Markets in writing that in its reasonable opinion it has become impractical or inappropriate for the Company to fund the repurchase of Shares pursuant to the Repurchase Agreement without materially harming the interests of Shareholders as a whole; or (ii) in either Singer Capital Markets' and/or the Company's (acting through the Directors) determination as a result of any change in national or international financial, economic, political or market conditions the costs of the Tender Offer have become prohibitive; or (iii) in either Singer Capital Markets' and/or the Company's (acting through the Directors) determination the completion of the purchase of Shares under the Tender Offer would have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, Singer Capital Markets and/or the Company may at its complete discretion exercise its powers to terminate the Tender Offer by a public announcement and a subsequent written notice to Shareholders, in which event the Tender Offer shall terminate immediately or as otherwise specified in such announcement.
The tendering of Shares by Shareholders in the Tender Offer may involve the provision to the Company as data controller of personal data in respect of the relevant Shareholder, which may include information in respect of anti-money laundering and "know your customer" obligations. Provision and processing of this data is necessary for a Shareholder to enter into the contract to tender Shares under the Tender Offer. The Company will share any such personal data with the Registrar and Singer Capital Markets and the Company's other professional advisers for the purposes of completing the Tender Offer. Any such personal data shall not be shared with any other person or used for any other purpose. The personal data may be transferred to, and stored at, a country outside the country of residence of a Shareholder, including countries outside of the EEA. Where personal data is transferred to third parties outside the EEA, the Company will ensure that those transfers take place in accordance with applicable data protection laws, including by entering into data transfer agreements with recipients. The Company will retain any such personal data for so long as is required by applicable law and regulation. Individuals whose personal data is held by the Company may be entitled to access their personal information, or to request that it is erased, that its processing is restricted, or that any inaccurate personal information is rectified. Such individuals may also have the right to object to the processing of their personal information, or in some circumstances to obtain a copy of the personal information in machine readable format. Any such request should be submitted in writing to the Company at its registered office address. Individuals also have the right to complain about the use of their personal information to any applicable supervisory authority, which in the UK is the Information Commissioner's Office (www.ico.org.uk).
The statements in this Part 4 do not constitute tax advice. They are intended only as a general guide to certain United Kingdom tax considerations and do not purport to be a complete analysis of all potential United Kingdom consequences of selling Shares pursuant to the Tender Offer. They are based on current United Kingdom legislation and HMRC's published practice, both of which may be subject to change at any time (possibly with retroactive effect). There is no guarantee that HMRC will agree with the statements. They are of a general nature and (unless otherwise stated) only apply to certain Shareholders who at all relevant times are resident for tax purposes in (and only in) the United Kingdom who hold their Shares as an investment and who are the absolute beneficial owners of the Shares. They do not address the position of certain categories of Shareholders who are subject to special rules, such as dealers in securities, persons who acquired their Shares in connection with any employment or office, insurance companies and collective investment schemes.
All Shareholders (whether resident in the United Kingdom or any other jurisdiction) should consult their own independent tax advisers as to the consequences for them of a sale of Shares pursuant to the Tender Offer.
The sale of Shares by a UK resident Shareholder to Singer Capital Markets pursuant to the Tender Offer should generally be treated as a disposal of those Shares for the purposes of United Kingdom taxation of chargeable gains. This may, subject to the Shareholder's particular circumstances and any available exemption, allowance or relief, give rise to a chargeable gain (or allowable loss) for the purposes of United Kingdom taxation of chargeable gains.
Under the provisions of Part 15 of the Corporation Tax Act 2010 (for companies subject to corporation tax) and Chapter 1 of Part 13 of the Income Tax Act 2007 (for individuals and others subject to income tax), HMRC can in certain circumstances counteract tax advantages arising in relation to a transaction or transactions in securities. If HMRC were to determine that these provisions apply to the Tender Offer, Eligible Shareholders might be liable to corporation tax or income tax (as applicable) as if they had received an income amount rather than a capital amount.
In summary, these provisions do not generally apply where it can be shown (a) in the case of any corporation tax advantage, that the transaction or transactions in question were entered into for genuine commercial reasons, or in the ordinary course of managing investments, and that none of the transactions involved as one of their main objects the obtaining of any corporation tax advantage and, (b) in the case of any income tax advantage, that none of the transactions had as one of their main purposes the obtaining an income tax advantage, or that none of the transactions concerns, or has a connection to, a close company (broadly, a company controlled by five or fewer participators, or by participators who are directors).
No application has been made to HMRC for clearance in respect of the application of Part 15 of the Corporation Tax Act 2010 or Chapter 1 of Part 13 of the Income Tax 2007 to the Tender Offer.
The sale of the Shares pursuant to the Tender Offer will not give rise to any liability to stamp duty or SDRT for the selling Shareholder.
Stamp duty at a rate of 0.5 per cent. of the price for the Shares repurchased, rounded up to the nearest £5.00 if necessary, will be payable by the Company on its purchase of Shares from Singer Capital Markets.
Shareholders who are not resident in the United Kingdom for tax purposes should not generally be subject to United Kingdom taxation on chargeable gains in respect of a disposal of their Shares pursuant to the Tender Offer unless they hold their Shares for the purposes of a trade, profession or vocation carried on by them through a branch, agency or permanent establishment in the United Kingdom or for the purposes of such a branch, agency or permanent establishment. It should however be noted that, in certain circumstances, an individual Shareholder who is only temporarily non-UK tax resident may, on re-establishing UK tax residence, be subject to capital gains tax in respect of disposals which occurred in the period of temporary non-residence. Non-UK tax resident Shareholders should obtain their own advice about their tax position.
Unless the context otherwise requires, the following words and expressions have the following meanings in this document:
| "Attorney" | has the meaning given to such term in Part 3 of this document |
|---|---|
| "Board" or "Directors" | the board of directors of the Company |
| "Business Day" | any day other than a Saturday, Sunday or public holiday in England and Wales |
| "Calculation Date" | close of business on 9 December 2024 |
| "certificated" or "in certificated form" |
a Share that is not in uncertificated form |
| "Closing Date" | 1.00 p.m. on 9 December 2024, being the final time and date on which the Tender Form may be received and TTE Instructions submitted and the date on which the Tender Offer closes to Shareholders |
| "Companies Act" | the Companies Act 2006, as amended |
| "Company" | AVI Japan Opportunity Trust plc |
| "Conditions" | has the meaning given to such term in paragraph 3.1 of Part 3 of this document |
| "Continuing Pool" | the pool of stocks, cash and assets created in accordance with the terms of the Tender Offer and relating to those Shareholders who are not Tendering Shareholders |
| "Court" | the High Court of Justice in England and Wales |
| "CREST" | the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations) |
| "CREST member" | a person who has been admitted by Euroclear as a system-member (as defined in the Regulations) |
| "CREST participant" | a person who has been admitted by Euroclear as a participant (as defined in the Regulations) |
| "CREST sponsor" | a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system participant (as defined in the Regulations) |
| "CREST sponsored member" | a CREST member admitted to CREST as a sponsored member |
| "Eligible Shareholder" | a Shareholder who is eligible to participate in the Tender Offer (which excludes certain Overseas Shareholders as detailed in Part 3 of this document) |
| "Euroclear" | Euroclear UK & International Limited |
| "Exit Opportunity" | has the meaning given to such term in paragraph 1 of Part 3 of this document |
| "FCA" | the Financial Conduct Authority of the United Kingdom |
| "Final Tender Offer Asset Value" | the Net Asset Value of the assets in the Tender Pool on the Tender Pool Determination Date (which for the avoidance of doubt will take account of the costs of realisation of the Tender Pool) less any stamp duty or stamp duty reserve tax arising on the repurchase of Shares by the Company from Singer Capital Markets pursuant to the Tender Offer |
|---|---|
| "Form of Proxy" | the personalised Form of Proxy accompanying this document, for use by Shareholders in connection with the General Meeting |
| "FSMA" | the Financial Services and Markets Act 2000, as amended |
| "General Meeting" | the general meeting of the Company convened for 11.00 a.m. on 10 December 2024 (or any adjournment thereof), notice of which is set out at the end of this document |
| "HMRC" | H.M. Revenue & Customs |
| "Investment Manager" | Asset Value Investors Limited |
| "Latest Practicable Date" | 13 November 2024, being the latest practicable date prior to the publication of this document |
| "London Stock Exchange" | London Stock Exchange plc |
| "Member Account ID" | the identification code or number attached to any member account in CREST |
| "Minimum Size Condition" | has the meaning given to it in paragraph 1 of Part 1 of this document |
| "Net Asset Value" or "NAV" | the value of the assets of the Company less its liabilities determined in accordance with the accounting policies and principles adopted by the Board from time to time |
| "Net Asset Value per Share" or "NAV per Share" |
the Net Asset Value divided by the number of Shares in issue (other than Shares held in treasury) |
| "Overseas Shareholder" | a Shareholder who is a citizen or national of, or resident in, a jurisdiction outside the United Kingdom or a custodian, nominee or trustee for a citizen, national or resident of a jurisdiction outside the United Kingdom |
| "Panel" | the Panel on Takeovers and Mergers |
| "Participant ID" | the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant |
| "Receiving Agent" | Equiniti Limited |
| "Record Date" | 6.00 p.m. on 9 December 2024 |
| "Register" | the register of members of the Company |
| "Registrar" | Equiniti Limited |
| "Regulations" | The Uncertificated Securities Regulations 2001 |
| "Regulatory Information Service" | a service approved by the London Stock Exchange for the distribution to the public of announcements |
| "Relevant Shares" | has the meaning given to such term in paragraph 7.1.3 of Part 3 of this document |
|---|---|
| "Repurchase Agreement" | the agreement dated 15 November 2024 between the Company and Singer Capital Markets for the repurchase by the Company on the London Stock Exchange at the Tender Price of all the Shares purchased by Singer Capital Markets pursuant to the Tender Offer |
| "Resolution" | the special resolution to be proposed at the General Meeting and contained in the notice of the General Meeting |
| "Share" or "Shares" | the ordinary shares with a nominal value of one penny each in the capital of the Company |
| "Shareholders" | holders of Shares |
| "Singer Capital Markets" | Singer Capital Markets Securities Limited |
| "Takeover Code" | the City Code on Takeovers and Mergers |
| "Tender Form" | the tender form accompanying this document for use by Shareholders holding their Shares in certificated form in connection with the Tender Offer |
| "Tender Offer" | the invitation by Singer Capital Markets to Eligible Shareholders to tender Shares on the terms and subject to the conditions set out in this document and, in the case of Shares held in certificated form, the Tender Form |
| "Tender Offer FAV" | the formula asset value as calculated in accordance with paragraph 2.9 of Part 3 of this document |
| "Tender Pool" | the pool of stocks cash, assets and liabilities created in accordance with the terms of the Tender Offer and relating to the Tendering Shareholders |
| "Tender Pool Determination Date" |
the date specified by the Directors being as soon as practicable following the date on which all assets in the Tender Pool (other than any contingent assets, if any) have been fully realised and settled and liabilities (other than stamp duty or stamp duty reserve tax to be payable) have been met |
| "Tender Price" | the price at which Shares will be purchased pursuant to the Tender Offer as calculated in accordance with paragraph 2 of Part 3 of this document |
| "Tendered Share" | a Share which has been successfully tendered for purchase by Singer Capital Markets pursuant to the terms of the Tender Offer |
| "Tendering Shareholder" | a Shareholder who has tendered Shares pursuant to the Tender Offer and "Tendering Shareholders" shall be construed accordingly |
| "TFE Instruction" | a transfer from escrow instruction (as defined by the CREST Manual issued by Euroclear) |
| "TTE Instruction" | a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear) |
| "uncertificated" or "in uncertificated form" |
recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST |
(incorporated in England and Wales with registered no. 11487703)
NOTICE IS HEREBY GIVEN that a general meeting of AVI Japan Opportunity Trust plc (the "Company") will be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on 10 December 2024 for the transaction of the following business:
To consider and, if thought fit, to pass the following resolution as a special resolution:
THAT, without prejudice to any subsisting or other authority conferred on the Company, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares with a nominal value of one penny each in the capital of the Company (the "Shares") pursuant to the tender offer to be made by Singer Capital Markets Securities Limited on the terms and subject to the conditions set out in the circular of the Company dated 15 November 2024 of which this notice forms part (the "Circular"), PROVIDED THAT:
Central Square 15 November 2024 29 Wellington Street Leeds LS1 4DL
Shareholders can submit questions in advance of the meeting via email. Any question relevant to the business of the General Meeting may be asked by emailing [email protected] by 6 December 2024. Responses will be provided on the Company's website www.ajot.co.uk by 10 December 2024.
3 To be valid, a form of proxy and (if required) the Power of Attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered to the Company's registrars Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by 11.00 a.m. on 6 December 2024 or, if adjourned, not less than 48 hours (excluding weekends and public holidays) prior to the adjourned meeting. In the case of a poll taken more than 48 hours (excluding weekends and public holidays) after it is demanded, the document(s) must be delivered not less than 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll, or where the poll is taken not more than 48 hours (excluding weekends and public holidays) after it was demanded, be delivered at the meeting at which the demand is made.
In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by 11.00 a.m. on 6 December 2024 before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 4 below, the proxy appointment will remain valid.
You may appoint a proxy (or proxies) electronically to exercise all or any of your rights to attend, to speak and to vote on your behalf at the meeting through the Registrar's website www.sharevote.co.uk. You will need your voting reference numbers (the voting ID, Task ID and Shareholder Reference Number shown overleaf). If you have registered for a Shareview portfolio, please log onto your portfolio using your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on-screen instructions. Please remember that, to be valid, the Registrar must receive your appointment of a proxy no later than 11.00 a.m. on 6 December 2024.
4 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent Equiniti Limited (under CREST ID number RA19), no later than 11.00 a.m. on 6 December 2024, or by no later than two business days prior to the time appointed for the holding of any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that his CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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